Altice USA, Inc

PROSPECTUS 495,366,932 Shares Altice USA, Inc. 27MAY201702344204 Class A Common Stock Class B Common Stock This prospectus is being furnished to shareholders of record, as of May 23, 2018, of Altice N.V., a public limited liability company (‘‘Naamloze vennootschap’’) incorporated in the Netherlands, in connection with the planned pro rata distribution (the ‘‘Distribution’’) by Altice N.V. to its shareholders of 495,366,932 shares consisting of a combination of Class B common stock, par value $0.01 per share (the ‘‘Class B common stock’’), of Altice USA, Inc. (‘‘Altice USA’’ or the ‘‘Company’’) and Class A common stock, par value $0.01 per share (the ‘‘Class A common stock’’ and, together with the Class B common stock, the ‘‘Altice USA common stock’’). As of May 22, 2018, Altice N.V. indirectly owned 490,085,674 shares of Class B common stock and 51,456,042 shares of Class A common stock representing 73.5% of the total outstanding capital stock and 98.4% of the total voting power of the outstanding capital stock of Altice USA. The Distribution will not increase the number of outstanding shares of Altice USA. Each Altice N.V. common share outstanding as of 18:00 CET on May 23, 2018, the record date for the Distribution (the ‘‘Record Date’’), will entitle the holder thereof to receive shares of Class A common stock and/or Class B common stock as described below. Delivery of the shares in the Distribution will be made in book-entry form. The Distribution will be structured as a distribution in kind to holders of Altice N.V.’s common shares A and common shares B. The number of shares of Altice USA common stock to be distributed to each Altice N.V. shareholder as of the Record Date will be based on such shareholder’s ownership of Altice N.V. common shares. Pursuant to the terms of the Distribution, each Altice N.V. shareholder will be given the right to elect the percentage of shares of Class A common stock and shares of Class B common stock such shareholder receives in the Distribution. The number of shares of Class B common stock distributed will be subject to a cap of 247.7 million shares, representing 50% of the total shares of Altice USA common stock being distributed and approximately one-third of the total issued share capital of Altice USA (the ‘‘Class B Cap’’). If the Class B Cap is exceeded, the shares of Class B common stock delivered to Altice N.V. shareholders of record who elect to receive them will be subject to proration, and such shareholders will receive shares of Class A common stock in lieu of the portion of shares of Class B common stock that is cut back. If an Altice N.V. shareholder of record does not make an election by 17:30 CET on June 4, 2018 (the ‘‘Election Deadline’’), such shareholder will receive only shares of Class A common stock in the Distribution (the ‘‘Default Election’’). Based on the final results of the election and any proration, immediately prior to the Distribution, Altice N.V. will convert shares of Class B common stock into the requisite number of shares of Class A common stock for the Distribution. Altice N.V. is ultimately controlled by Patrick Drahi through Next Alt S.a` r.l. (‘‘Next Alt’’). As of May 22, 2018, Next Alt held 67.5% of the outstanding share capital and voting rights of Altice N.V., representing 49.5% of the economic rights and 69.6% of the voting power in general meetings. As of May 22, 2018, Altice N.V. (through CVC 3 B.V. (‘‘CVC 3’’), its direct wholly owned subsidiary), Neptune Holding US LP (‘‘Holding LP’’), a Delaware limited partnership controlled by CVC 3, Uppernext S.C.S.p. (‘‘Uppernext’’), an entity controlled by Mr. Drahi, and A4 S.A., an entity controlled by the family of Mr. Drahi, on a combined basis, owned 74.5% of our issued and outstanding shares of common stock, which represents 98.5% of the voting power of our outstanding capital stock. Mr. Drahi has informed us that Next Alt will elect to receive 100% of the shares of Altice USA to which it is entitled in the Distribution in the form of Class B common stock and will be subject to proration, in the same manner as other Altice N.V. shareholders, in the event the Class B Cap is exceeded. In connection with the Distribution, Next Alt will enter into voting agreements (the ‘‘Concert Group voting agreements’’) with certain current and former officers and directors of Altice N.V., Altice USA and other Altice Group companies (such officers and directors, collectively, the ‘‘Concert Group’’) with respect to all shares of Altice USA common stock they own (including any shares of Altice USA common stock that such members receive in the Distribution). In addition, the Concert Group members who are Altice USA directors or officers have informed us that they intend to elect to receive 100% of the shares of Altice USA to which such members are entitled in the Distribution in the form of Class B common stock. It is also expected that the other members of the Concert Group intend to elect to receive 100% of the shares of Altice USA to which such members are entitled in the Distribution in the form of Class B common stock. As a result of Next Alt’s and the Concert Group’s intended election, the Concert Group voting agreements and the Holding LP voting agreement (as defined herein), Mr. Drahi (through entities controlled directly or indirectly by him or his family (including Next Alt, Uppernext and A4 S.A.)) will control Altice USA immediately after giving effect to the Distribution regardless of the elections made by the other Altice N.V. shareholders. See ‘‘Certain Relationships and Related-Party Transactions—Right of First Refusal and Concert Group Voting Agreements.’’ Fractional shares of Altice USA common stock will not be distributed in the Distribution. Fractional shares of Class A common stock and Class B common stock (after conversion into shares of Class A common stock) will be aggregated into whole shares of Class A common stock, which will be sold in the open market at prevailing market prices. The aggregate cash proceeds from such sales, net of any brokerage fees and other costs, will be distributed pro rata to holders who would have otherwise been entitled to receive a fractional share in the Distribution. The Distribution is expected to be effective as of 9:00 CET, on June 8, 2018 (the ‘‘Distribution Date’’). Altice N.V. shareholders will not be required to pay any consideration for the Altice USA common stock they receive in the Distribution, and they will not be required to surrender or exchange their common shares of Altice N.V. in connection with the Distribution. Prior to the Election Deadline and subject to the Class B Cap, Altice N.V. shareholders will, however, have the right to elect the percentage of shares of Class A common stock and shares of Class B common stock they wish to receive in the Distribution. Our shares of Class A common stock are listed on the New York Stock Exchange (the ‘‘NYSE’’) under the symbol ‘‘ATUS.’’ Our Class B common stock will not be listed on the NYSE or any other stock exchange at the time of the Distribution and we do not currently intend to list our Class B common stock on the NYSE or any other stock exchange. In reviewing this prospectus, you should carefully consider the matters described in the ‘‘Risk Factors’’ section beginning on page 21 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is May 24, 2018. TABLE OF CONTENTS Page TRADEMARKS, SERVICE MARKS AND TRADE NAMES ......................... ii MARKET AND INDUSTRY DATA ............................................ ii INDUSTRY TERMS ....................................................... iii QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION ....................... 1 SUMMARY .............................................................. 8 SUMMARY OF THE DISTRIBUTION .......................................... 10 SUMMARY HISTORICAL FINANCIAL DATA ................................... 16 RISK FACTORS ........................................................... 21 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS ....... 52 THE DISTRIBUTION ...................................................... 54 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES ....................... 61 USE OF PROCEEDS ....................................................... 68 MARKET PRICE OF CLASS A COMMON STOCK ................................ 69 DIVIDEND POLICY ....................................................... 70 CAPITALIZATION ........................................................ 71 SELECTED HISTORICAL FINANCIAL DATA ................................... 72 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................... 76 BUSINESS ............................................................... 144 REGULATION ........................................................... 159 MANAGEMENT.......................................................... 167 EXECUTIVE COMPENSATION .............................................. 174 PRINCIPAL STOCKHOLDERS ............................................... 190 THE MASTER SEPARATION AGREEMENT .................................... 193 ANCILLARY AGREEMENTS ................................................ 196 CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS ................ 199 DESCRIPTION OF CAPITAL

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